During the Term. As compensation for services hereunder rendered during the Term hereof, Executive shall receive a base salary (“Base Salary”) of Five Hundred Thousand Dollars ($500,000) per year payable in equal installments in accordance with the Company’s payroll procedure for its salaried executives. Salary payments and other payments under this Agreement shall be subject to withholding of taxes and other appropriate and customary amounts. Executive may receive increases in his Base Salary from time to time, based upon his performance, subject to approval of the Company.
During the Term. Either the Company or Executive may terminate his employment at any time for any reason upon written notice to the other. The Company may terminate Executive’s employment for Just Cause pursuant to Section 10(b) below or in a Control Termination pursuant to Section 10(c) below. Executive’s employment shall also terminate (i) upon the death of Executive or (ii) after Disability of Executive pursuant to Section 7 hereof.
During the Term. Executive shall be entitled to participate in such existing executive benefit plans and insurance programs offered by the Company, or which it may adopt from time to time, for its executive management or supervisory personnel generally, in accordance with the eligibility requirements for participation therein. Nothing herein shall be construed so as to prevent the Company from modifying or terminating any executive benefit plans or programs, or executive fringe benefits, that it may adopt from time to time.
During the Term. Employer shall pay Executive a base annual salary (the “Base Salary”), before deducting all applicable withholdings, of $700,000 per year, payable at the times and in the manner dictated by Employer’s standard payroll policies, which Base Salary may be increased in the sole and unfettered discretion of the Compensation Committee of the Board of Directors of Employer (the “Compensation Committee”) or the Board of Directors of Employer. The Base Salary shall be prorated for any partial pay period that occurs during the Term.
During the Term. 3.1 Where ownership of any Ordered Goods to be used in the provision of the Ordered IT Products changes during the Term, the passing of title and risk in those Ordered Goods shall be as specified in this paragraph 3 of this Schedule.
3.2 Title in all Ordered Goods set out in the table below provided by the CONTRACTOR shall pass to the CUSTOMER on the earlier of:
3.2.1 payment for such Ordered Goods; or
3.2.2 such Ordered Goods successfully passing the Acceptance Tests. [*** All Ordered Goods will transfer OR insert which Ordered Goods will transfer ***]
3.3 Notwithstanding paragraph 3.2.1 of this Schedule, risk in Ordered Goods provided by the CONTRACTOR shall pass to the CUSTOMER when such Ordered Goods successfully pass the Acceptance Tests. If the CUSTOMER has paid for the Ordered Goods prior to conclusion of the Acceptance Tests, the CONTRACTOR shall promptly repay the amounts paid by the CUSTOMER if the Ordered Goods (or any part thereof) do not successfully pass the Acceptance Tests.
3.4 Notwithstanding paragraph 3.2 of this Schedule, at anytime prior to the transfer of such Ordered Goods to the CUSTOMER in accordance with paragraph 3.2 of this Schedule, the CUSTOMER may request that the CONTRACTOR transfer to a lessor nominated by the CUSTOMER certain Ordered Goods specified in the CUSTOMER’s request. The title and risk in such Ordered Goods during the Term shall be determined in accordance with the relevant lease agreement. Where any terms in the lease agreement conflict or are inconsistent with any terms contained in this Contract, the CONTRACTOR agrees not to enforce such conflicting or inconsistent terms against the CUSTOMER.
During the Term. (a) LICENSEE shall have the first right and obligation to (i) defend its or its SUBLICENSEE’s use of the TECHNOLOGY against infringement or interference claims in the LICENSED TERRITORY by third parties and (ii) take action (including legal action) against third parties who may infringe the LICENSED PATENTS or otherwise misappropriate the LICENSED KNOW-HOW, LICENSED METHODS or LICENSED MATERIALS. This right and obligation includes bringing any legal action for infringement and defending any counter claim of invalidity or action of a third party for declaratory judgment for non-infringement or non-interference. If, in the reasonable opinion of both LICENSEE’s and YALE’s respective counsel, YALE is required to be a named party to any such suit for standing purposes, LICENSEE may join YALE as a party; provided, however, that (i) YALE shall not be the first named party in any such action, (ii) the pleadings and any public statements about the action shall state that the action is being pursued by LICENSEE and that LICENSEE has joined YALE as a party; and (iii) LICENSEE shall keep YALE reasonably apprised of all developments in any such action. LICENSEE may settle such suits solely in its own name and solely at its own expense and through counsel of its own selection; provided, however, that no settlement shall be entered without YALE’s prior written consent. LICENSEE shall bear the expense of such legal actions. Except for providing reasonable assistance, at the request and expense of LICENSEE, YALE shall have no obligation regarding the legal actions described in this Section unless required to participate by law. However, YALE shall have the right to participate in any such action through its own counsel and at its own expense. Any recovery shall first be applied to LICENSEE’s out-of-pocket expenses and second shall be applied to YALE’s out-of-pocket expenses, including legal fees. Thereafter, any remaining amount of such recovery by LICENSEE up to the amount of compensatory damages recovered by LICENSEE shall be retained by LICENSEE, but if related to a PRODUCT IN CLASS or LICENSED METHOD shall be deemed, to the extent so related, NET SALES of a PRODUCT IN CLASS or LICENSED METHOD, as the case may be, during the calendar quarter in which such recovery is actually paid to LICENSEE, and shall be subject to payment by LICENSEE of an EARNED ROYALTY thereon pursuant to Section 6.1. LICENSEE shall pay YALE [**] percent ([**]%) of the amount, if any, of any such r...
During the Term the Consultant shall diligently and faithfully devote the time, effort and ability to the Company's affairs and business necessary to perform the Services under this Agreement.
During the Term the Executive shall be eligible to participate in any pension, profit sharing, incentive stock option, stock purchase, stock grant program or plan, and retirement savings program or plan established by the Employer or any of its subsidiaries for which the Executive provides services hereunder (“Participating Subsidiaries”), including, without limitation, any such program or plan offered by the Employer or Participating Subsidiaries to its executive or non-executive employees. The Executive additionally shall be eligible to participate in any group life insurance, hospitalization, medical, health and accident, dental, disability, or similar plan or program made available by the Employer or Participating Subsidiaries to its executive or non-executive employees. The Executive acknowledges that his participation in any benefit plan described in this Section 9.1 may require, where required from other senior executives of the Employer or Participating Subsidiaries, the Executive’s co-payment of a periodic premium as a deduction from the Base Salary payable to him. The Executive additionally acknowledges that the Executive’s actual ability to participate in any program, plan, or other benefit opportunity in which the Executive otherwise is eligible to participate ultimately may be determined and governed by the terms and conditions of a third-party provider’s plan or program, and the Executive affirms that any third-party’s decision denying the Executive’s participation in a particular program or plan, the provision of coverage or a benefit in respect of a particular circumstance or expense, or a comparable decision adversely affecting the Executive shall not constitute a breach of this agreement by the Employer, so long as the Employer does not offer, designate, or select a program or plan with the actual intention of excluding the Executive’s eligibility or participation in the opportunity.
During the Term. Employer agrees to pay and Employee agrees to accept a salary (the “Base Salary”) at an annual rate of $2,250,000. The Base Salary at the annual rate set forth in this Section 3.1 shall only apply following the Effective Date (and have no retroactive effect) and shall be payable in accordance with Employer’s customary procedures and practices commencing on the first payroll date following the Effective Date.
During the Term. Landlord shall insure the Building (but excluding Non-Building Standard Leasehold Improvements and any other property which Tenant is obligated to insure under Section 15.01 hereof) against damage by fire and standard extended coverage perils in an amount equal to the full replacement cost thereof, and shall provide public liability insurance in such amounts and with such deductions as Landlord considers appropriate. Landlord may, but shall not be obligated to, take out and carry any other form or forms of insurance as it or Landlord's mortgagees may reasonably determine appropriate. Notwithstanding any contribution by Tenant to the cost of insurance premiums, as provided herein, Tenant acknowledges that it has no right to receive any proceeds from any insurance policies carried by Landlord. Landlord will not be required to carry insurance of any kind on any Non-Building Standard Leasehold Improvements, on Tenant's furniture or furnishings, or on any of Tenant's fixtures, equipment, improvements, or appurtenances under this Lease; and Landlord shall not be obligated to repair or replace same.
